Spider-Girl
by Shinigamilover2
Summary: MPaS Spider-Gwen AU & Birthday gift for TexasBornMind76. Penny Peterson is your average girl, she plays in a band, gets good grades, and not to mention she's a superhero. After being bit by a radioactive spider, Penny uses her new powers to protect her home as Spider-Girl. But when Penny makes a mistake, a new enemy arises, now it's up to her to fix her mistake and save the city.
1. Friendly Neighborhood Spider-Girl

**A/N: This is a birthday present to my good friend TexasBornMind76. He's a long-time fan of my 'Spider-Boy' AU of Mr. Peabody and Sherman, where Sherman basically becomes Spider-Man, and goes on to team up with the Avengers and fight all sorts of baddies. After reading 'Spider-Gwen' (super addicting series, too bad I have to wait four more months for volume 2 to come out), I came up with this idea, and thought it would make a good present for my friend. So, without further ado, here is 'Spider-Girl'. Enjoy!**

 **Penny P.O.V.**

See that person standing on top of the 'Peterson Insurance' building? That's me, Penny Peterson, or as you may know me better as Spider-Girl. Before I started wearing a pink, black, and white spandex suit with a hood on it, I was just a regular kid. I was born into a very loving family, my parents are both CEO's of the biggest law firm in New York City, I was best friends with the son of another company's CEO, Hayden McClaine, and I played in a band with my friends. But one day, something amazing happened.

 **-One Year Earlier-**

 **Normal P.O.V.**

Penny sat in McClaine Tech's bug labwith Hayden. While Hayden was doing his homework, Penny was leaning against the wall playing her guitar.

"You're getting pretty good at that" Hayden said, turning his head away from his paper to look at Penny as she strummed the strings. Penny and Hayden had been really good friends for a while now, ever since they met in preschool and began seeing each other as friends for life. Penny and Hayden also worked as partners on several homework projects whenever teamwork was necessary for it.

"Thanks, can you believe this guitar was just DONATED to the thrift shop. Who just donates a perfectly good musical instrument that's in perfectly good shape?" Penny said, readjusting the strings.

"Yeah, and you gave it your own personal touch to it too. Painting the body black, fingerboard white, even spray painting the strings hot pink was a really nice touch too" Hayden complimented.

"Thanks, always had a little bit of an artistic side in me" Penny said. Within a few minutes, Hayden just finished writing his paper and handed it to Penny.

"Need someone to look it over?" she asked.

"Yeah, if you don't mind" Hayden answered. Penny sped-read through the whole paper and looked up and down for any spelling problems, grammar errors, or punctuation mistakes before handing it back to her friend.

"Looks pretty good, you feel like you're ready to turn it in?" Penny asked.

"Yeah, guess this means I don't have to waste my time in summer school and spend some more time with you" Hayden answered as he took a stapler and stapled all the pages together in the order he had wrote them in. Penny then began looking around the room she was in. Bugs were in plastic tanks and containers, and there was even vials and test tubes filled with insect blood too. And there were white boards with drawings on them, and blueprints attached to the walls with thumbtacks.

"So uh, Hayden. What is this room for?" Penny asked.

"The bug lab is used for creating combat suits for soldiers. The special thing about these suits is that they're designed to function the same way the bodies and exoskeletons of an insect does. There's wasps, moths, dragonflies, ants, and even spiders" Hayden explained while cleaning up and placing everything in his backpack. Penny also noticed right next to the wall she was lying against had a wooden door right to her left.

"And what's this door lead to back here?" she asked.

"Oh, that's where we keep the spiders. Mom's trying to create a new kind of bullet in which instead of a regular bullet, it's a bullet made of glass containing a spider's venom" he explained to her.

"What's so special about the venom?" Penny wondered aloud.

"The scientists expose these spiders to a specific amount of radiation. With the venom is mixed with radiation, it causes whoever is shot to become ill for a small period of time, so that the enemy won't resist capture. The effects of the bullet only last about an hour" Hayden told her as he opened the door and lead her inside. It was dark but the room was illuminated with a blacklight and so were the insides of the tanks that kept the spiders. Each one contained about one spider, and all of them were black, white, and pink as well.

"Hey, they look just like my guitar's paint job" Penny said pointing out the colors of the spider.

"Huh, I guess the radiation changed the colors of their exoskeletons too. What a coincidence" Hayden said taking a look at the spiders. Little did both of them know, that one of the spiders had a crack in the walls of their tanks and they got out through it and began crawling towards Penny.

"How much radiation are they exposed to?" Penny asked.

"Only a small bit. Too much could kill them, and even if one were to survive under a large amount, it's bite would be deadly too" Hayden explained, not noticing as the spider crawled up her leg and onto her skirt, up her shirt and stopped on her neck before biting her neck.

"OW!" she shouted placing her hand on her neck. The spider fell off and ran away.

"Penny, are you alright?" Hayden asked.

"Yeah, I just felt this pain in the back of my neck" Penny said rubbing where the spider bit her. Hayden took a look but only saw two small bleeding dabs on her neck.

"It's probably from your hair clip" Hayden said taking the clip out penny's hair and handed it to her.

"My suggestion, cut your hair a little shorter and you won't need to use bobby-pins as much. I've heard of a few times where those things poke people hard" Hayden suggested.

"Yeah, probably. I'll see if I can get my mom to cut it" Penny replied as Hayden lead her out the door and shut it behind him. He then picked her guitar up for her and also called a cab for her.

"Have a good time at the movie, try not to spoil it for me okay?" Hayden asked, making her chuckle a little.

"I'll try my best. And I hope you and your mom have fun tonight bowling" Penny replied as she got in the cab and shut the door, instructing her driver to take her to the movie theater just a few blocks away from the Empire State Building. Once she got there and paid the driver, Penny was greeted by her parents.

"Hey there sweetie, how was your time with Hayden?" Patty asked.

"Pretty good, my bobby-pin cut the back of my neck though, Hayden suggested I cut it shorter so that it doesn't happen again" Penny told her.

"I saw something in a magazine I could try out if that's okay" she suggested.

"Sounds good" Penny answered.

"Alright girls, enough hair talk. It's movie time" Paul interrupted and making the girls laugh together as they walked up into the the theater, bought their tickets, got the candy and soda and popcorn as well before finding their seats.

"I'll be right back, I gotta use the bathroom" Penny whispered to her father, who responded with a nod and went to the bathroom. When she was done washing her hands, she began noticing that the paper towels were sticking to hand.

"What the...?" Penny whispered and began shaking her hand to get it off her palm, but it still stuck to the surface of her skin. Penny then tried using her other hand to get it off, but the towel was torn in half and the other half stuck to her fingertips. She then had decided to get her hands wet using the sink, and they came off.

"That was weird" she muttered to herself before opening the door and walking away to return to the theater, but she felt as if something was tugging on her wrist, so she turned around to see a strand of a spider's webbing coming out of her wrist and stretching out to the door, where it stuck to the knob.

"Okay, now this is getting even more weirder than before" Penny said before tugging the webbing strand off and went back to her seat.

The movie was then over and the three family members began walking to the parking lot. When they got to where their car was located, they saw a man wearing a ski mask pointing a gun at them.

"Gimme all your money, pretty boy" he said pointing the gun at Paul.

"Calm down, put the gun away and I'll give you what you want" Paul said trying to be calm, but on the inside he was shaking. He took out the wallet but there was no money inside it, causing the mugger to get angry and smacked the wallet out of his hand before pointing the gun to Penny instead.

"Fine, if I can't have your money, I guess you can't have your daughter" he said.

"No!" they both screamed. Penny then felt a sensation take over her and her nerves began tingling and began moving away from where the bullet was aiming and wasn't shot.

"What the!?" the mugger asked bewildered at how Penny dodged his bullet. Penny then charged at him and tripped him and jumped onto his head before she did a back flip and landed on a wall, her hands sticking to it and keeping her there.

"Penny, how are you doing that!?" Patty asked. She then began wondering if what was happening to her was because of the spiders at Hayden's bug lab bit her without her knowing and the radiation caused her to gain spider abilities.

"I think I may have a pretty good idea, but I'll explain later" Penny said before looking down at her wrist and began making the sign language sign for 'I Love You' at the mugger and spider webs came out her wrist and it landed all over his eyes, clouding his vision.

"Get it off! I can't see! Get it off!" he said trying to get the sticky substance off his face. Penny then got another idea and shot a strand of web at a billboard and swung down from the wall and kicked the mugger in the head, knocking him down.

"Penny, that was amazing" Paul said in astonishment and awe.

"Thanks" Penny said looking down to her hands.

"How can you do this?" Patty asked. Penny called a cab to take them to McClaine Tech and she began explaining everything to them, they were shocked at first but became proud of her for using what happened to her to save her family. When they got to the building, Hayden did a small blood test on Penny and saw that her theory of one of the spiders biting her was true and that it altered her DNA slightly.

"Wow, so I'm some kind of superhero now?" she asked him.

"In a sense, yeah" Hayden replied.

"So, what does this mean?" Patty asks. Penny then got a bright idea and smiled.

"I know what it means. I'm gonna use these powers to protect the city so that what happened to us won't happen to anyone else ever again" Penny said with determination in her voice. Paul smiled and nodded at the idea, and so did Hayden. Being a superhero seemed to be the perfect direction to take.

"Well, if you're gonna be a superhero you're gonna need a name" Patty piped in.

"Spider-Girl" Hayden suggested. Penny then looked down at her palms again and clenched them into fists.

"Spider-Girl, I love it. All criminals out there are gonna tremble before Spider-Girl!" Penny said.

 **-Present Day-**

And that's how all that happened. Hayden helped me design the suit, and I gotta admit, I REALLY love it. It looks exactly like something I would wear. White boots, black pants, a black and white shirt with hot pink patches on the opposite sides of the elbows with gray spider webs on them, a white hood with hot pink and gray spider webs on the inside, and a white mask with hot pink surrounding the eyes. I actually did end up cutting my hair short and now it just goes down to my jaw. A few months after Spider-Girl was getting recognition from the city, me and my friends Jill, Hayden, and Abby formed a band together. I played guitar, Hayden did drums, Jill sang, and Abby did base. Our school loved us and we were pretty popular, we even were asked by the school to play at sports and pep rallies.

"Duty calls, I answer" I said as I noticed two police cars passing by and jumped off the edge of the building. Before I hit the ground, I shot two strands of web at two other buildings and launched myself into the air, following the cars. Boy do I love being a superhero, too bad I can't show it at school tomorrow.

 **A/N: There you have it, a slightly different back-story as to how Penny got her powers and how she became Spider-Girl, not to mention we got to learn she has a gift for music too and plays in a band too. In the next chapter, it's back to school for Penny as well as Hayden too. And I really hope you like this TexasBornMind76. More to come in the next update. Please review, thanks!**


	2. First Day of School & Sherman

**A/N: Welcome to chapter two of Spider-Girl. Now that we've gotten Penny's origin story out of the way and learned as to how she got her powers, we can commence with the story that takes place after she got her amazing abilities. I also wanna say that TexasBornMind76, I hope you're enjoying this story so far. Now, without further ado, enjoy!**

 **Normal P.O.V**

 **(Start playing 'Wham Bam' by Clooney as you read this next part of the story)**

Penny has just gotten up and prepared her outfit for the day. She was particularly excited about it because last year they made a petition to ditch the uniforms and allow students to wear whatever they wanted. It got enough signatures and the school board actually passed the idea to allow free dress instead of the uniforms.

"Not bad, Penny. Not bad at all" Penny said looking in the mirror. She was wearing black skinny jeans with hot pink Nikes on her feet and she was wearing a long sleeved gray v-neck shirt, as well as black finger-less gloves. A few seconds in after admiring her outfit, a knock came from the other side of the door.

"Penny, you ready?" it was her mother. She picked up her backpack and placed her books inside it before placing one strap over her shoulder.

"Oh yeah, I'm so ready" Penny said aloud. Before she walked out the door, she remembered something.

"Oops, almost forgot" she said before running to her white wardrobe and opened the doors to reveal her Spider-Girl suit. She folded the suit nicely after taking it off it's hangar and placed it in the front pouch of her backpack.

"Alright, now I'm ready!" Penny called out before running out her bedroom door. She saw her parents' new white Prius was already running and right in front of the house.

"Hey Penny, excited?" asked Paul as he watched his daughter get into the back seat of the car.

"A little. But let's be honest, who ever really is excited for the first day of school?" Penny said, receiving a laugh from both her mother and father.

"You got everything? Books, pencils, paper?" Penny asked.

"Yep, everything's all in there" Penny said patting her backpack which sat right next to her by her seat.

"You even got your 'spare outfit'?" Paul asked with a wink.

"Yes sir. I never leave the house without it. Never know when robberies or car chases will happen and you just can't wait until recess to take care of it" Penny responded with her hands behind her head in a laid back manner.

"That's my girl" Paul said. They all remained silent during the seven minute drive from home to 'Susan B. Anthony Elementary School'. Once the Prius pulled all the way up to the sidewalk in front of the school, Penny grabbed her bag, undid her seat-belt and opened the door.

"Have a good first day honey" Patty said.

"Kick butt and take names" Paul added.

"Thanks mom, thanks dad. You guys have a good day too" Penny replied before shutting the door behind her and walked up to the school, where Hayden was waiting for her by the front steps. Several other students were saying 'Hey Penny' or just a simple 'Hello' to Penny as they passed by her, to which she replied a lone 'Yes' or a wave to them.

"Hey Penny, what's up?" Hayden asked.

"Not much, I like what you chose to wear for your first day of 'No-more uniforms' year" Penny told him. Hayden's outfit was just a pair of dark blue American Eagle jeans, black low top Adidas shoes, and a t-shirt for his favorite band 'Starset'.

"Thanks, yours looks nice too. Your look just screams out, 'I'm a Rockstar' to the whole world" Hayden told her.

"Thanks, you still coming to band practice in my garage tonight?" Penny asked. Hayden pulled out a pair of drumsticks from the side pocket of his book bag and showed them to her.

"Wouldn't miss it for the world" Hayden said before losing his smile and replacing it with a wierded out look on his face.

"What in the heck is going on there?" Hayden asked, causing Penny to turn her head around as well to see what Hayden was looking at.

 **(You can stop playing the song now)**

It was a boy that looked about both Penny and Hayden's age, with auburn hair, black circular rimmed glasses, pasty white skin, and amber eyes. He stood out like a sore thumb, some of the other students were staring at him, mostly because he was new and he was wearing the school's old uniform. A short sleeved white button-up shirt underneath a navy blue vest with the school's seal on it, black shorts, and black dress shoes.

"I know I've seen that kid somewhere before" Penny said aloud.

"Sherman Peabody I think is his name. He's the son of world famous dog scientist and inventor, Hector Peabody" Hayden pointed out.

"I heard of him, I thought he was home-schooled?" Penny asked.

"He was, but I guess the state didn't like that so they just said he had to go to school" Hayden answered.

"And apparently he didn't get the memo about no longer having to wear a uniform anymore either" Penny told her friend.

"Clearly, but we should get moving on to class. We don't wanna be late on the first day" Hayden replied.

"Yeah, good call" Penny replied while not taking her eyes off Sherman and walked right on up the stairs inside the school. When they were inside, Sherman looked to his father embarrassed.

"Mr. Peabody, everyone else is in normal clothes. I told you I didn't need to wear this" Sherman said.

"Nonsense Sherman, the uniform makes you look dapper" Peabody replied.

"I kept on telling you I didn't need it, but you made me wear it anyways, why?" Sherman asked, blushing that his current attire was causing him embarrassment.

"Because I bought the uniform before they were no longer required, and that uniforms make you look more elegant" Peabody answered.

"I better get going, have a good day Sherman" Peabody told his son before driving away from the school on his moped. Now Sherman, still embarrassed walked into the building.

Inside the classroom, Sherman sat a row across Penny, and Hayden sat right next to her.

"You got your 'All About Me' essay ready?" Penny asked Hayden, who replied by taking a few slips of paper stapled together out his binder and placed them on his desk. The 'All About Me' essay was something the students had to do over the summer as a project for the first day of school, to introduce themselves to the class

"All set, and thanks for checking everything out by the way" Hayden thanked her.

"No problem, what are friends for?" Penny answered. Soon, the bell rang and their teacher came in.

"Welcome everyone to the first day of second grade. I'm your teacher, Ms. Easton. I'd like to start today by presenting their 'All About Me' essays to the class before I hand you out your syllabus" said Ms. Easton. A couple of police cars drove by and Penny raised her hand.

"Yes?" Ms. Easton asked.

"I need to use the restroom" Penny said.

"Alright, you may be excused" she said. And with that, Penny grabbed her bag and went into the girl's bathroom locking herself inside as she changed from her regular clothes into her Spider-Girl suit. Once the mask and hood were on, Spider-Girl climbed out the bathroom window and shot a few strands of webbing at a tree and a street-light, sending her flying into the air and she began swinging from building to building following a speeding car that just ran three red lights.

"Ah, we've got a speed demon here. I got just the thing for that" Penny said before shooting a strand of webbing at the front right wheel and pulled hard, causing it to come off. The car was now slowing down and it crashed right into a mailbox. The pursuing police cars were now stopping at the crash site and the officers got out, holding their guns up at the driver, who had just gotten out a gun of his own and pointed to the cops.

"Don't come any closer! I will shoot!" the man shouted. One officer was approaching the driver slowly, and just as he was about to pull the trigger on that officer, a strand of webbing latched itself onto the weapon and yanked it out of his hands before it landed into Spider-Girl's hand.

"Speeding, and threatening to kill one of New York's finest? This is not a good day for you buddy" she said before tossing the gun away into the bushes.

"She's right, you're gonna be in jail for quite a while, buster" the officer said as he now had the unarmed driver in handcuffs.

"Thanks for the assist, Spider-Girl" one of the other officers thanked her.

"No problem, I'm just happy to help the boys in blue" Spider-Girl acknowledged his thanks before she slingshot herself up into the air with her webbing and began swinging back towards the school. Once she was now back in the girl's bathroom, she swapped her suit for her regular clothes and went right back to class.

"What did I miss?" Penny whispered to Hayden as she took her seat.

"Not much, only one person presented their essay" Hayden answered.

"Alright, who would like to present next?" Ms. Easton asked. Hayden calmly raised his hand.

"Okay, Hayden. You may present your essay next" she answered. He now stood in front of the class, holding his essay in front of him and reading out everything he wrote on it to the class.

"My name is Hayden McClaine, I'm seven years old and my mother is the head of 'McClaine Tech'. My favorite movie is 'I Am Legend', and one fact I know about one of the presidents of the united states is that George Washington cut down a cherry tree" Hayden said. Penny gave Hayden a supportive thumbs up and a smile, to show Hayden he was doing a great job so far.

"Apocryphal" Sherman piped in.

"Never heard of that kind of tree before" Hayden replied to Sherman.

"It's not a tree, that just means what you're saying is wrong" Sherman told him. Penny slightly gasped at this, and Hayden did too.

"George Washington never chopped down a cherry tree. He made that up to teach kids a lesson about lying. He did cross the Delaware though, my dad took me there over the summer" Sherman answered.

"Someone really knows their history, huh Hayden?" Ms. Easton asked. Hayden was now just in shock, tears were now glistening in his eyes and he ran out of the classroom. Penny, worried about her friend, ran after him and saw that he had locked himself in the boy's bathroom.

"Hayden, are you okay?" Penny asked.

"No, I feel so stupid right now" he answered, his voice cracking a little and it sounded like he was sobbing.

"It's okay, Hayden" Penny tried to reassure him, but Hayden just sobbed inside the bathroom feeling like an idiot. Penny began feeling angry with Sherman, he humiliated her friend in front of the whole class. She helped him write that paper and he made him look like a buffoon in front of his peers.

"Don't worry Hayden, when lunchtime comes around, I'll teach him a lesson for humiliating you" Penny said aloud so that Hayden could hear her. One thing everyone knew about Penny is that when someone messed with her or her friends, you had to face her wrath. And that was what she was gonna do, to defend Hayden.

 **A/N: Well there you have it, a little demonstration of what Penny does as Spider-Girl and the first appearance of Sherman, but he didn't really seem to make a good first impression on Penny and Hayden. Next chapter is lunch time, and when Penny confronts Sherman. All that and more to come in the next update. Please review, thanks!**


End file.
